Terms & Conditions GFP B.V.
GENERAL TERMS AND CONDITIONS G.F.P. GEAR FOR PROFESSIONALS B.V.
Located in Amersfoort at Siliciumweg 26, 3812 SX, The Netherlands.
GEARPOINT uses the General Sales Conditions drawn up by the Stichting Webshop Keurmerk. When placing the order, we ask you to agree to these conditions.
Article 1. Applicability
1.1. These general terms and conditions of sale apply to all our offers and to all agreements entered into by us for the delivery of goods to our buyers.
1.2. In these general terms and conditions, reference is made to “buyer”, this should be understood to mean any natural or legal person who, in a contractual relationship with us, wishes to enter into a purchase agreement concluded with us. In particular, “buyer” is understood to mean the person whose order and for whose account goods are delivered.
1.3. The provisions of these general terms and conditions of sale can only and only be deviated from if and insofar as this has been expressly agreed in writing.
1.4. If the buyer also refers to (his) general terms and conditions, the terms and conditions of the buyer do not apply. This is only different if and insofar as the applicability of the buyer's terms and conditions do not conflict with our general terms and conditions, then only the provisions in our terms and conditions apply. Any stipulation to the contrary in the conditions of the buyer does not affect the foregoing.
Article 2. Offers and published prices
2.1. Prices published on our website and / or our catalogs are without exception without obligation.
2.2. All our offers must be regarded as invitations to the potential buyer to make an offer. They therefore do not bind us in any way, unless the quotation itself expressly and unambiguously (in writing) states the contrary. The order given to us counts as an offer, which is only deemed to have been accepted by us after written confirmation from us (the so-called order confirmation).
2.3. The offers made by us form part - in particular with regard to the provisions of the previous paragraph -: designs, drawings, models, samples, descriptions, images and the like, as well as any attachments and documents that relate to our offers. All of this remains our property, must be returned to us at our request and may not be copied and / or given to third parties without our express written consent. We also reserve all existing rights arising from intellectual and industrial property.
2.4. The maximum validity of our offers is 30 days.
Article 3. Placing an order and entering into an agreement
3.1. B2B or B2G orders can only be placed in writing an email or via our web shops. We use a minimum order value of € 250 (net value of goods).
3.2. An agreement with us is only concluded when we have accepted an order given to us in writing. An agreement is deemed to have been concluded at the time when we send the order confirmation.
3.3. The order confirmation sent by us to the buyer is deemed to fully and correctly reflect the content of the concluded agreement. The buyer is deemed to agree with the contents of our order confirmation, unless he informs us in writing within 8 days of the date of our order confirmation that he cannot agree with the contents.
3.4. Any additional agreements and / or commitments made and / or made by our employees, or made and / or made on our behalf by other persons acting as representatives, are only binding on us if these agreements and / or commitments by our director (s) authorized to represent ) are confirmed in writing.
Article 4. Prices
4.1. Our prices included in quotations are exclusive of turnover tax and unless expressly agreed otherwise in writing, exclusive of costs for transport and other costs.
4.2. The prices in our webshop include sales tax and unless explicitly agreed otherwise in writing, excluding costs for transport and other costs.
4.3. Our prices include packaging, unless special packaging is prescribed.
4.4. The for B2B en B2G prices stated in quotations, contracts and order confirmations are based on the cost factors applicable at the time of the conclusion of the agreement, such as exchange rates, purchase prices, raw material and material prices, wage and transport costs, insurance premiums, taxes, import duties and other government levies.
4.5. We reserve the right, if after the date on which the agreement was concluded, but before the day of delivery, increases occur in one or more of the cost factors, to charge these increases to the buyer. Furthermore, we have the right in such a case to declare the agreement dissolved in whole or in part without legal intervention being required.
Article 5. Delivery and delivery terms
5.1. The delivery times stated by us commence on the day on which the agreement was concluded, provided that we have all the information we need for the execution of the order. The delivery times stated by us will never be regarded as deadlines, unless expressly agreed otherwise in the individual agreement. In the event of late delivery, we must therefore be given written notice of default. If - in deviation from the above - a penalty for exceeding the delivery time has explicitly been agreed in the individual agreement, this is not due if the delivery time is exceeded as a result of the cases of force majeure referred to in article 10 of these general terms and conditions.
5.2. Unless the order confirmation shows the contrary, the delivery of goods will take place free domicile if the invoice amount is more than € 500, in other words: five hundred euros. Unless otherwise agreed, we deliver articles which weigh more than ten kilograms each and delivery to foreign buyers ex warehouse. Clearance and customs clearance is provided by us, but is at the expense of the buyer. In all cases, the goods travel at the expense and risk of the buyer(s).
5.3. If the buyer arranges a forwarding agent, the shipment will be packed by us and the buyer will receive a message as soon as the package is ready for collection from the carrier chosen by the customer.
5.4. If a buyer requests that the delivery of goods take place in a manner other than the usual way, the associated costs for delivery will be charged to the buyer.
5.5. If delivery is made in parts, we have the right to regard each delivery as a separate transaction.
5.6. The buyer is obliged to take delivery of the purchased goods within the agreed time. In the absence thereof, we are entitled - at our discretion - to claim on the basis of the provisions of Article 6:60 of the Dutch Civil Code that the competent court will release us from our obligation to deliver the agreed goods, or to demand that the goods be delivered without prior notice of default. to claim payment of the purchase price of the part that has not been purchased. If the buyer does not meet his payment obligation, we are entitled to declare the agreement dissolved without legal intervention. If the buyer claims default payment of the purchase price in accordance with the above, the goods are deemed to have been delivered and we will store the goods at the expense and risk of the buyer, against payment of all costs arising therefrom.
Article 6. Complaints by the buyer and return shipments
6.1. The buyer guarantees the correctness and completeness of and is responsible for the information he has provided to us. Where it concerns the information, sizes, color fastness and the like provided by us in our quotation, or what forms part thereof in accordance with Article 2 paragraph 3, the buyer must take into account the usual tolerances and small changes in the goods delivered by us. More particularly, this applies to deviations from the contracted quantity; Here too, the buyer must take into account the usual clearances. The goods delivered by us may therefore deviate from the description in the order if and insofar as it concerns small differences in size, quantity differences and minor changes.
6.2. Complaints from the buyer relating to defects in goods that are externally visible, must be submitted to us by the buyer within seven days after delivery (or within seven days after the invoice date, if the goods could not be delivered to the buyer). be notified. This must be done by registered letter with a clear and accurate description of the complaint and stating the invoice with which the relevant goods were invoiced. Buyer must perform a careful and timely check.
6.3. Defects that were not externally visible at the time of delivery, nor could become apparent during a careful and timely inspection, must be notified to us by the buyer within seven days after these defects become apparent in the manner stated in Paragraph 2. Any right of action of the buyer against us relating to defects in the goods delivered by us will lapse if:
1.the defects have not been notified to us within paragraphs 2 and 3 above and / or not in the manner indicated there;
2. the buyer does not provide us with any / insufficient cooperation with regard to an investigation into the validity of the complaints;
3. the buyer has not set up, treated, used, stored or maintained the goods in the correct manner or he has used or treated the goods under circumstances or for purposes other than those anticipated by us;
4. the application of the use of the goods with regard to which the complaints have been expressed by the buyer will be continued;
5. the warranty period set by the manufacturer has expired.
6.4. In disputes about the quality of the goods delivered by us, the manufacturer concerned will make a binding decision.
6.5. B2B and B2G sales, bought at Gear Point, can not be returned or swapped for other items.
Article 7. Liability
7.1. Only if the warranty obligations with regard to the goods delivered by us have not been assumed by third parties (such as manufacturers), the buyer can assert (warranty) claims against us. In that case, our liability is limited to defects that are the result of manufacturing and material defects.
7.2. In the event of a complaint, if the validity of the complaint, regarding the quality, is determined by us and we are also liable as referred to in paragraph 1, we are only obliged to do so at our choice:
1. (free) repair of defects;
2. delivery of replacement goods or parts, after receipt of the defective goods or parts;
3. repayment of the purchase price received / credit of the invoice sent to the buyer with dissolution without legal intervention of the concluded agreement, all insofar as the purchase price, the invoice and the agreement relate to the defective goods delivered;
4. compensation to be paid in consultation with the buyer in a form other than that referred to above.
7.3. If the buyer has carried out repairs and / or modifications to the goods without prior, express and written permission, any warranty obligation on our part lapses.
7.4. Barring any obligations of us under the above, we are never obliged to pay any compensation to the buyer and others, unless there is intent or fault on our part (by legally demonstrating those who hold us liable by the means) . In particular, we are also never liable for consequential or business damage, direct or indirect damage, howsoever called loss of profit and stoppage damage, suffered by the client, his subordinates and by or employed by him or third parties, by whole or in part ( re) deliveries of goods, delayed or inadequate delivery, or failure to deliver goods or by the goods themselves.
7.5. The buyer is not entitled to return the goods for which there is no motivated complaint. If this nevertheless happens without valid reasons, all costs associated with the return will be borne by the buyer. In that case we are free to store the goods under third parties at the expense and risk of the buyer. Exceptions to this are the following cases (for private individuals):
1. Selling via our webshop: the legal cooling-off period for distance selling
2. Counter sales through our shop where we are located.
In both cases the following applies: return shipments exclusively carriage paid to our address, to be notified in advance within fourteen days in original, unopened and undamaged packaging.
7.6. The buyer is obliged to indemnify us against all claims that third parties may assert against us with regard to the execution of the agreement, insofar as the law does not prevent the damage and costs arising from these claims from being borne by the buyer.
Article 8. Retention of title and security
8.1. Goods delivered by us remain our property until the moment of full payment of all that the buyer owes us by virtue of, in connection with or arising from the goods delivered by us. If we consider this necessary, we have the right to demand security from the buyer with regard to the fulfillment of his obligations.
8.2. The buyer is not entitled to pledge the unpaid goods to establish a non-possessory pledge on them or to establish any other business or personal right on it for the benefit of a third party.
8.3. Without prejudice to the provisions of this article above, the buyer is permitted to sell the goods to third parties, but only in the context of his normal business operations and against cash payment. In that case, the buyer is obliged to immediately transfer the funds obtained to us.
8.4. If, as a result of working or processing by the buyer, our right of ownership to the goods delivered by us has been lost, the buyer is obliged to immediately establish a non-possessory pledge on the goods arising after the working or processing on our behalf.
8.5. We are at all times entitled to take over the goods that are under the buyer's (or third parties), but which belong to us, as soon as we can reasonably assume that there is a real chance that the buyer will not meet his obligations. . The foregoing does not affect the rights as they arise for us from common law: in particular, we also reserve the right to sue the buyer for compensation after taking possession of the goods.
8.6. The buyer is obliged to insure the risk of fire and theft with regard to unpaid goods and to prove this insurance at our request.
Article 9. Payment
9.1. Payment must be made in euros, unless otherwise agreed, without any deduction or discount in cash at the place where we are located or by transfer to a bank or giro account designated by us, in both cases immediately after delivery of the goods in question, at least no later than within thirty days after the invoice date, all this unless explicitly agreed otherwise in writing. When paying by bank or giro, the day of crediting our bank or giro account applies as the day of payment.
9.2. If the buyer does not make (full) payment on time, he will be in default without further notice of default being required. In that case we have the right, insofar as there is sufficient connection with the buyer's non-compliance, to suspend the fulfillment of all our obligations towards the buyer, without prejudice to all our rights arising from common law.
9.3. We are also entitled to demand cash payment for all deliveries still to be made before delivery of the goods or a guarantee for timely payment. Furthermore, we are then entitled to dissolve the agreement without judicial intervention, whereby the buyer then has the obligation to return the goods delivered, or the obligation to otherwise undo the performance performed by us, without prejudice to our right to compensation. If the buyer fails to pay on time, he will forfeit to us or the seller's credit insurer, without further notice from us being required, from the due date until the day of full payment an interest equal to the statutory interest plus two % per year, calculated on the unpaid amount, which interest is immediately due and payable without further notice of default. All costs involved in the collection of invoiced amounts (including extrajudicial collection costs) are borne by the debtor. The extrajudicial collection costs amount to at least 10% of the principal sum with a minimum of fifty euros, all exclusive of sales tax. If the extrajudicial costs actually incurred are higher than out the above calculation follows, the actual costs incurred are due. In addition, all adverse consequences of currency loss or otherwise resulting from late payment or non-payment are for the account of the buyer. In accordance with Article 6:44 of the Dutch Civil Code, payments will first be deducted from the costs referred to in paragraph 3, then against the interest that has appeared and finally against the principal sum and the current interest.
9.4. If a significant deterioration occurs in the buyer's financial position after the conclusion of the agreement, but before delivery of the goods, we are entitled to refrain from further performance of the agreement in whole or in part, or to demand a change in the payment conditions.
9.5. The seller can transfer his claims arising from all transactions to a credit insurer of his choice.
Article 10. Force majeure
Force majeure should be understood to mean any circumstance beyond our control that is of such a nature that compliance with the agreement cannot reasonably be expected of us (non-attributable shortcomings in compliance). Force majeure also includes: war, terrorism, riots and hostilities of any kind, blockade, boycott, natural disasters, epidemics, lack of raw materials, prevention and interruption of transport options, disruptions in our company, import and export restrictions or bans, obstacles caused by measures, laws or decisions of international, national and regional (government) authorities. If, due to force majeure, we cannot, not properly or not timely fulfill our obligation to deliver, we are entitled to consider the agreement or the part not yet performed as dissolved, or to suspend it for a definite or indefinite period, at our discretion. In the event of force majeure, the buyer cannot sue us for compensation.
Article 11 - Applicable law and competent court
The legal relationship between buyer and seller is exclusively governed by Dutch law. Disputes arising from agreements to which these terms and conditions apply will be submitted exclusively to the competent court in Amsterdam.
Last update 1st August 2021